SOUTH SAN FRANCISCO, CA—(Marketwired – February 12, 2018) – VistaGen Therapeutics, Inc.(NASDAQ: VTGN), a clinical–stage biopharmaceutical company focused on developing new generation medicines for depression and other central nervous system (CNS) disorders, today reported financial results for its third fiscal quarter ended December 31, 2017.

“Building on our significant progress last quarter, our team is prepared and eager to launch, during the current quarter, our AV–101 Phase 2 clinical development program, initially focused on adjunctive treatment of Major Depressive Disorder patients with an inadequate response to standard, FDA–approved antidepressants. This year has the potential to be transformative for VistaGen and the millions of depression patients seeking new generation treatment options that are fundamentally different from all currently available therapies,” commented Shawn Singh, Chief Executive Officer of VistaGen.

Financial Results for the Fiscal Quarter Ended December 31, 2017:Net loss attributable to common stockholders for the fiscal quarter ended December 31, 2017 was approximately $3.5 million, compared to $2.9 million for the fiscal quarter ended December 31, 2016.

Research and development expense totaled approximately $1.6 million for the fiscal quarter ended December 31, 2017, compared with approximately $1.6 million for the fiscal quarter ended December 31, 2016. Research and development expense was primarily attributable to the Company's development of AV–101, its oral, new generation CNS drug candidate initially focused on displacing adjunctive atypical antipsychotics in the current Major Depressive Disorder (MDD) treatment paradigm, including final preparations to launch its AV–101 MDD Phase 2 adjunctive treatment study in patients with an inadequate response to standard FDA–approved antidepressants.

General and administrative expense was approximately $1.3 million in the fiscal quarter ended December 31, 2017, compared to approximately $2.3 million in the fiscal quarter ended December 31, 2016. The decrease was primarily attributable to decreased professional services expenses, a decrease in noncash expense attributable to grants of common stock for services, and a decrease in noncash warrant modification expense, partially offset by increased salary and benefits and noncash stock compensation expenses.

At December 31, 2017, the Company had cash and cash equivalents of approximately $13.0 million, compared to approximately $2.9 million at March 31, 2017.

About VistaGenVistaGen Therapeutics, Inc. (NASDAQ: VTGN), is a clinical–stage biopharmaceutical company focused on developing new generation medicines for depression and other CNS disorders. VistaGen's lead CNS product candidate, AV–101, is in Phase 2 development, initially as a new generation oral antidepressant drug candidate for MDD. AV–101's mechanism of action is fundamentally different from all FDA–approved antidepressants and atypical antipsychotics used adjunctively to treat MDD, with potential to drive a paradigm shift towards a new generation of safer and faster–acting antidepressants. AV–101 is currently being evaluated by the U.S. National Institute of Mental Health (NIMH) in a small Phase 2 monotherapy study in MDD being fully funded by the NIMH and conducted by Dr. Carlos Zarate Jr., Chief, Section on the Neurobiology and Treatment of Mood Disorders and Chief of Experimental Therapeutics and Pathophysiology Branch at the NIMH. VistaGen is preparing to launch a 180–patient Phase 2 study of AV–101 as an adjunctive treatment for MDD patients with an inadequate response to standard, FDA–approved antidepressants. Dr. Maurizio Fava of Harvard University is the Principal Investigator of the VistaGen's AV–101 MDD Phase 2 adjunctive treatment study. AV–101 may also have the potential to treat multiple CNS disorders and neurodegenerative diseases in addition to MDD, including neuropathic pain, epilepsy, Huntington's disease, Parkinson's disease levodopa–induced dyskinesia (PD LID) and other CNS diseases and disorders where modulation of the NMDA receptors, activation of AMPA pathways and/or key active metabolites of AV–101 may achieve therapeutic benefit.

Forward–Looking StatementsThe statements in this press release that are not historical facts may constitute forward–looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, risks related to the successful launch, continuation and results of the NIMH's Phase 2 (MDD monotherapy) and/or the Company's planned Phase 2 (MDD adjunctive treatment) clinical studies of AV–101, allowance of patent applications and continued protection of its intellectual property, and the availability of substantial additional capital to support its operations, including the AV–101 Phase 2 clinical development activities described above. These and other risks and uncertainties are identified and described in more detail in VistaGen's filings with the Securities and Exchange Commission (SEC). These filings are available on the SEC's website at www.sec.gov. VistaGen undertakes no obligation to publicly update or revise any forward–looking statements.

Series A Preferred, 500,000 shares authorized, issued and outstanding atÂ December 31, 2017 and March 31, 2017

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Â

500

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500

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Series B Preferred; 4,000,000 shares authorized at December 31, 2017 and March 31, 2017; 1,160,240 shares issued and outstanding at December 31, 2017 and March 31, 2017

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Â

1,200

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Â

1,200

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Series C Preferred; 3,000,000 shares authorized at December 31, 2017 and March 31, 2017; 2,318,012 shares issued and outstanding at December 31, 2017 and March 31, 2017

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2,300

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2,300

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Common stock, $0.001 par value; 100,000,000 and 30,000,000 shares authorized at December 31, 2017 and March 31, 2017, respectively; 22,723,504 and 8,974,386 shares issued and outstanding at December 31, 2017 and March 31, 2017, respectively

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22,700

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9,000

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Additional paid–in capital

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166,669,200

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146,569,600

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Treasury stock, at cost, 135,665 shares of common stockÂ held at December 31, 2017 and March 31, 2017

Â

Â

(3,968,100

)

Â

Â

(3,968,100

)

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Accumulated deficit

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Â

(152,465,000

)

Â

Â

(141,998,700

)

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Total stockholders' equity

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10,262,800

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Â

615,800

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Total liabilities and stockholders' equity

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$

14,242,800

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$

3,712,200

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VISTAGEN THERAPEUTICS

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STATEMENT OF OPERATIONS

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Amounts in Dollars, except shareÂ amounts

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UNAUDITED

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Three Months Ended December 31,

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Nine Months Ended December 31,

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2017

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2016

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2017

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2016

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Revenues:

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Sublicense revenue

$

–

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$

1,250,000

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$

–

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$

1,250,000

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Total revenues

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–

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Â

1,250,000

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–

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Â

1,250,000

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OperatingÂ expenses:

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Research and development

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1,601,800

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1,611,000

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5,124,600

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Â

4,042,800

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General and administrative

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1,266,000

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2,276,600

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4,997,400

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Â

4,907,800

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Total operating expenses

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2,867,800

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3,887,600

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10,122,000

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8,950,600

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Loss fromÂ operations

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(2,867,800

)

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(2,637,600

)

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(10,122,000

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(7,700,600

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OtherÂ expenses, net:

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Interest expense, net

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(2,000

)

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(900

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(7,700

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(3,700

)

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Loss on extinguishment of accounts payable

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(135,000

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–

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(135,000

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–

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LossÂ before income taxes

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(3,004,800

)

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(2,638,500

)

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(10,264,700

)

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(7,704,300

)

IncomeÂ taxes

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–

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Â

–

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(2,400

)

Â

(2,400

)

Net lossÂ and comprehensive loss

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(3,004,800

)

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(2,638,500

)

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(10,267,100

)

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(7,706,700

)

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AccruedÂ dividend on Series B Preferred stock

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(263,000

)

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(237,700

)

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(766,600

)

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(1,018,500

)

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Deemed dividend from trigger of down round provision feature

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(199,200

)

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–

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(199,200

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–

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DeemedÂ dividend on Series B Preferred Units

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–

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–

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–

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(111,100

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Net lossÂ attributable to common stockholders

$

(3,467,000

)

$

(2,876,200

)

$

(11,232,900

)

$

(8,836,300

)

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Basic and diluted net loss attributable to common stockholders per common share

$

(0.25

)

$

(0.34

)

$

(1.03

)

$

(1.23

)

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Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share

NEW YORK, NY—(Marketwired – February 12, 2018) – King & Spalding today announced that Kevin Glenn has joined as a partner in the New York office. Glenn, a former partner at KPMG, joins the firm's Corporate, Finance and Investments practice group, which includes the firm's tax practice, to provide U.S. tax advice to U.S. and foreign multinational companies on cross–border financing, joint venture, and M&A transactions.

Glenn spent over 25 years at KPMG, where clients sought him out for his extensive experience in supply chain planning, post–merger global integration, cash repatriation, and foreign tax credit planning. His practice cuts across multiple industries including consumer products, financial institutions, automotive, retail and pharmaceutical companies.

“As the firm expands its transactional practice in New York and London, Kevin's insight and his relationships with tax executives, CFOs and in–house tax counsel around the world will be key to our ability to serve our clients,” said Todd Holleman, head of the firm's Corporate, Finance and Investments practice.

“Kevin is a top–flight U.S. tax lawyer, with deep experience in the most topical tax area, international transactional planning,” added Hap Shashy, a former IRS Chief Counsel who is a senior partner in the firm's tax practice. “We are very happy to have him on board and look forward to working with him.”

While at KPMG, Glenn held a number of upper management positions, including partner–in–charge of U.S. International Tax and most recently was a senior technical partner based in its National Tax Practice, serving that firm's largest clients dealing with complex cross–border tax issues. Glenn is a member of the bar in New York and New Jersey and is also a licensed Certified Public Accountant in each state.

“Kevin's high–level transactional experience makes him a great addition to the firm's tax practice and to the New York office,” said Ed Kehoe who heads the firm's New York office. “We are thrilled to welcome him to the firm.”

Since 2010, Glenn has been a part–time adjunct professor of law at Seton Hall University School of Law. He received his undergraduate degree from Montclair State University, his J.D. from Rutgers University School of Law, and his LL.M. in taxation from New York University School of Law.

“King & Spalding's focus on expanding its domestic and global M&A practice, its talented team of senior and junior tax lawyers, and the momentum of its financial performance over the past 10 years make this an exciting next step for me professionally,” Glenn said. “I can't wait to partner with the other lawyers of the Corporate, Finance and Investments group to grow the practice.”

About King & SpaldingCelebrating more than 130 years of service, King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with over 1,000 lawyers in 20 offices in the United States, Europe, the Middle East and Asia. The firm has handled matters in over 160 countries on six continents and is consistently recognized for the results it obtains, uncompromising commitment to quality, and dedication to understanding the business and culture of its clients. More information is available at www.kslaw.com.